REG - European Green Trns. - Proposed fundraise to raise c. £7.5 million
11/03/2026 07:00
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RNS Number : 2028W European Green Transition PLC 11 March 2026
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European Green Transition PLC
("EGT", or the "Company")
Proposed placing and subscription to raise approximately £7.5 million
European Green Transition plc (AIM: EGT), a company focused on acquiring,
integrating and optimising revenue-generating and profitable services
businesses in the critical infrastructure sector, announces a proposed
fundraise to raise gross proceeds of approximately £7.5 million before
expenses by the issue of new ordinary shares of 0.25 pence each in the Company
("Ordinary Shares") at a price of 6 pence per Ordinary Share (the "Issue
Price") via a placing and subscription ("Fundraise"). The Fundraise of
approximately £7.5 million includes the conversion of £1.5 million into new
Ordinary Shares at the Issue Price pursuant to the Bridge Facilities (Facility
1) as further set out in this Announcement.
The Placing will be conducted through an accelerated bookbuilding process (the
"Bookbuild"), which will be launched immediately following release of this
Announcement.
The Issue Price represents a discount of approximately 7.7 per cent. to the
closing price per ordinary share of 6.5 pence on 10 March 2026, being the last
Business Day prior to this announcement.
The following sets out the background to, and the reasons for, the Fundraise
and explains why the Directors consider the Fundraise to be in the best
interests of the Company and its Shareholders as a whole.
Transaction Highlights
· Further to the Company's announcement on 25 February 2026 where it
announced, amongst other things, the acquisition of an established, EBITDA
profitable onshore wind turbine operating, maintenance, repairing, and remote
monitoring business (the "O&M Business") in the UK and Ireland (the
"Acquisition") and its intention to launch a placing to raise approximately
£5 million, the Company has upscaled its fundraise intention due to investor
demand to raise gross proceeds of c.£7.5 million.
· OAK Securities is acting as broker and sole bookrunner in relation to
the Placing.
· The net proceeds of the Fundraise are to be used to:
o repay the short-term Bridge Facilities of £1.5 million (Facilities 2 and
3) (further details are set out in Appendix I of this Announcement); with the
remaining £1.5 million (Facility 1) automatically converting to equity as
part of the Fundraise at the Issue Price;
o strengthen the balance sheet of the enlarged group;
o support the continued development and growth of the O&M Business,
including the delivery of the repowering pipeline and projected growth
initiatives; and
o pursue selective strategic bolt-on acquisitions to support expansion of
services across the critical infrastructure sector in the UK, Ireland, and
Europe, such as water, energy, roads, and data centres funded through
operating cash flows.
· Cathal Friel, Co-founder and Executive Chair of the Company, has
indicated his intention to participate in the Subscription via Raglan Road
Capital Limited ("Raglan Capital").
· The Fundraise is conditional upon, amongst other things, the
resolutions required to implement the Fundraise being duly passed by
Shareholders at the General Meeting.
· The Company intends to publish and send a circular ("the Circular")
to Shareholders on or around 13 March 2026, which will contain the Notice of
General Meeting proposing the Resolutions. The Circular will also be available
on the Company's website.
· Further details are set out in Appendix I of this Announcement, which
contains an extract from the Circular to be published in due course, and which
includes details of the Fundraise and a Related Party Transaction. (Certain
references to "document" in Appendix I are references, in that context, to
this Announcement.)
Oak Securities (a trading name of Merlin Partners LLP) is acting as broker and
sole bookrunner in connection with the Placing. Panmure Liberum Limited
("Panmure Liberum") is acting as nominated adviser to the Company. The Placing
Shares are being offered by way of the Bookbuild only to qualifying investors,
which will be launched immediately following the release of this Announcement,
in accordance with the terms and conditions set out in Appendix II to this
Announcement.
Neither the Placing nor the Subscription has been underwritten.
The timing of the closing of the Bookbuild and the allocation of Placing
Shares to be issued at the Issue Price are to be determined at the discretion
of the Company and Oak Securities
A further announcement will be released by the Company following the close of
the Bookbuild, confirming the results of the Placing and Subscription.
The person responsible for arranging this announcement on behalf of the
Company is Jack Kelly, the CFO of the Company.
The Fundraise is subject to the terms and conditions set out in Appendix II to
this Announcement. Capitalised terms used in this announcement (including the
appendices (the "Appendices" and together, this "Announcement")) have the
meanings given to them in Appendix III headed "Definitions" at the end of this
Announcement, unless the context provides otherwise.
Expected Timetable of Principal Events in relation to the Fundraise:
Publication of the Circular 13 March 2026
Latest time and date for receipt of Forms of Proxy 09.30 a.m. on 28 March 2026
General Meeting 09.30 a.m. on 30 March 2026
Announcement of results of General Meeting 30 March 2026
Admission and commencement of dealings in the new Ordinary Shares on AIM 8.00 a.m. on 31 March 2026
Despatch of share certificates in respect of the New Ordinary Shares within 10 business days of Admission
(if applicable)
Notes:
(i) References to times in this
Announcement are to London time (unless otherwise stated).
(ii) If any of the above times or dates
should change, the revised times and/or dates will be notified by an
announcement to an RIS.
(iii) The timing of the events in the above
timetable and in the rest of this Announcement is indicative only.
(iv) Certain of the events in the above
timetable are conditional upon, inter alia, the passing of the Resolutions to
be proposed at the General Meeting.
Panmure Liberum Limited , which is authorised and regulated in the United
Kingdom by the FCA, is acting as nominated adviser to the Company and for
no-one else in connection with the Placing and the other matters referred to
in this Announcement. Panmure Liberum will not be responsible to anyone other
than the Company for providing the protections afforded to its customers or
for providing advice to any other person in relation to the Placing or any
other matter referred to herein.
Oak Securities (a trading name of Merlin Partners LLP, which is authorised and
regulated in the United Kingdom by the FCA), is acting as sole bookrunner for
the Company and for no-one else in connection with the Placing, and Oak
Securities will not be responsible to anyone other than the Company for
providing the protections afforded to its customers or for providing advice to
any other person in relation to the Placing or any other matter referred to
herein.
Enquiries
European Green Transition plc +44 (0) 208 058 6129
Cathal Friel, Executive Chairman
Jack Kelly, CFO
Panmure Liberum - Nominated Adviser & Corporate Broker + 44 (0) 20 7886 2500
James Sinclair-Ford / Gaya Bhatt
Mark Murphy / Rauf Munir
OAK Securities -Broker and Sole Bookrunner +44 (0) 20 3973 3678
Jerry Keen / Calvin Man +44 (0)7733 117328
Camarco - Financial PR + 44 (0) 20 3757 4980
Billy Clegg, Elfie Kent, europeangreentransition@camarco.co.uk
Lily Pettifar, Poppy Hawkins (mailto:europeangreentransition@camarco.co.uk)
APPENDIX I
EXTRACT FROM THE CIRCULAR
1. Introduction
On 25 February 2026, European Green Transition plc ("EGT" or the "Company")
announced that it had entered into an agreement with the court-appointed
liquidators of Arena Capital Partners Limited (in liquidation) ("ACP") to
acquire ACP's onshore wind turbine operating, maintenance, repairing, and
remote monitoring business (the "O&M Business") (the "Acquisition").
Further to the Company's announcement on 25 February 2026 where it announced,
inter alia, the intention to launch a fundraise placing to raise approximately
c.£5 million, the Company has upscaled its fundraise intention due to
investor demand to raise gross proceeds c.£7.5 million. Further details are
set out in section 12.
The Acquisition marks a pivotal milestone in the execution of EGT's strategy
to build a portfolio of revenue generating and cash generative businesses
supporting critical infrastructure services. The Directors believe that the
addition of the O&M Business, an EBITDA profitable critical infrastructure
services platform. is in line with EGT's strategy set out at IPO.
The Acquisition has been agreed at an equity valuation of approximately £3.50
million on a cash-free, debt free basis, representing approximately 3.9x 2025
adjusted EBITDA and 2.3x 2024 EBITDA, which the Directors believe reflects an
attractive entry valuation relative to comparable transactions in the
renewable energy services sector.
The O&M Business is an established critical infrastructure services
platform serving the UK and Irish markets, with a primary focus on onshore
wind assets. The business provides contracted operations and maintenance
("O&M"), asset management, repairing and remote monitoring services across
over 900 onshore wind turbines located in England, Scotland, Wales and
Northern Ireland, supported by a workforce of approximately 78 experienced
professionals. The platform operates through a number of subsidiaries,
including Earthmill Holdings Limited (GB) (100% owned), Wind Energy
Partnership Limited (ROI) (85% owned), Silverford Engineering Limited (NI)
(85% owned through Wind Energy Partnership Limited) and Anemos Analytics Ltd
(GB) (52% owned).
The O&M Business generated approximately £14.7 million of revenue (2024:
£14.4 million) and £0.9 million of adjusted EBITDA (2024: £1.5 million) for
the financial year ended 31 December 2025, across contracted and recurring
O&M revenues. A substantial proportion of revenues are derived from
contracted services, providing a high degree of forward visibility supported
by long-standing client relationships and an established operational footprint
headquartered in Harrogate with regional depots supporting operations in
Wales, Scotland, Northern Ireland and England.
The O&M Business provide near-term and medium-term revenue visibility to
deliver significant growth in 2026 and beyond:
· Repowering opportunity (replacing and upgrading ageing wind turbines
with newer, more powerful and efficient models):
· UK government policy changes took effect in summer 2025, lifting the
onshore wind planning permission ban, creating a significant and immediate
growth opportunity for repowering turbines across the UK
· Heads of terms signed with approximately 50 clients to deliver new
repowering projects (average approximately £450k contract value) providing a
possible £19 million repowering pipeline visibility
· The O&M Business' management have identified approximately 280
additional qualified repowering prospects in the near future
· Repowering contracts are often followed by multi-year operating,
maintenance, repairing, and remote monitoring relationships, further
strengthening longer term revenue visibility
· Core operating, maintenance, repairing, and remote monitoring
business delivered £12.8 million revenue in 2025 across the O&M
Business' portfolio of over 900 turbines in the UK and Ireland, with
multi-year relationships supporting recurring and repeatable revenue
In addition, the O&M Business maintains a strategic inventory of OEM
(Original Equipment Manufacturer) turbine parts worth approximately £3.95
million including turbines, blades and gearboxes. and owns proprietary
Original Equipment Manufacturer ("OEM") intellectual property relating to
specific turbine platforms. This provides a strong market position to the
O&M Business, supporting rapid fault resolution and the long-term
servicing of ageing turbine fleets. The business also benefits from condition
monitoring and analytics technology through Anemos Analytics, enabling
predictive maintenance and reduced unplanned downtime.
The O&M Businesses provides a platform to achieve the Board's medium-term
target of £50 million revenue and double-digit EBITDA margins. The Company's
strategy to achieve this includes:
1. delivering strong organic growth from the O&M Businesses by
expanding the services offering across new and existing client relationships;
2. focusing on targeted operational improvements and efficiencies to
drive margin expansion;
3. focusing on strong free cash flow generation to fund a progressive
dividend policy from the first full year following completion of the
Acquisition, targeting annual dividend growth of approximately 5%.; and
4. Pursuing a disciplined capital allocation policy for
small, strategic bolt-on acquisitions to support expansion of services
across the critical infrastructure sector, funded through operating cash flows
supplemented by prudent leverage and deferred consideration of 1-2x EBITDA
where appropriate.
As at 31 December 2025, EGT had a cash balance of £2.3 million. To complete
the Acquisition in an accelerated timeline, EGT entered short term bridge
financing agreements with Raglan Road Capital Limited ("Raglan Capital"),
Roaring Waters Capital Limited ("Roaring Waters") and other parties for a
total of £3.0 million ("Bridge Facilities"). £1.5 million of the Bridge
Facilities will automatically convert into equity at completion of the
Fundraise at a placing price to be determined ("Placing Price"). Net proceeds
from the Fundraise will be used to repay the remaining £1.5 million of the
Bridge Facilities and provide additional working capital to support the
continued development and growth of the business.
2. Background to and reasons for the Proposals
EGT has entered into an agreement with the court-appointed liquidators of ACP
to acquire the O&M Business. The appointment of liquidators to ACP was
driven primarily by capital structure constraints at the holding company level
and the underlying O&M Businesses has traded profitably in recent years
and continued to trade profitably in 2025 as ACP entered examinership and
subsequently liquidation.
Accordingly, the Directors believe that the Acquisition represents the
purchase of a revenue-generating critical infrastructure platform through a
competitive liquidation process, rather than being driven by any deterioration
in the underlying operational performance of the O&M Business.
Furthermore, the Directors believe the Acquisition has been agreed at an
attractive valuation for a business operating in a growing sector, with
comparable companies typically transacting at materially higher multiples.
As part of the Fundraise, the Company intends to raise approximately £7.5
million before expenses through the placing and subscription of approximately
125,000,000 new Ordinary Shares to repay the Bridge Facilities and provide
working capital to grow the O&M Business. Shareholders will be asked to
consider the Resolutions that will be put to shareholders for their
consideration and approval at a General Meeting to be held at the offices of
DAC Beachcroft LLP at The Walbrook Building, 25 Walbrook, London EC4N 8AF on
30 March 2026 at 09.30 a.m.
Appendix III of this document contains definitions of words and terms that
have been used throughout it. Please refer to Appendix III as you review this
document.
3. Use of Proceeds
The Directors intend to use the net proceeds of the Fundraise to:
a. repay £1.5 million of the Bridge Facilities (Facilities 2 and 3), with
the remaining £1.5 million (Facility 1) automatically converting to equity as
part of the Fundraise at the Placing Price;
b. strengthen the balance sheet of the enlarged Group;
c. support the continued development and growth of the O&M Business,
including the delivery of the repowering pipeline and projected growth
initiatives; and
d. pursue selective strategic bolt-on acquisitions to support expansion of
services across the critical infrastructure sector in the UK, Ireland, and
Europe, such as water, energy, roads, and data centres funded through
operating cash flows.
4. Overview of the O&M Business
The O&M Business comprises a group of established onshore wind O&M
businesses operating across the UK and Ireland, providing operating,
maintenance, repairing, and remote monitoring services to onshore wind
turbines, supplemented by a condition monitoring analytics technology, Anemos
Analytics.
The O&M Businesses provides services through five key subsidiaries, EGT
has acquired ACP's shareholding in each of these companies the subsidiaries as
outlined below:
Subsidiary Service Provided EGT ownership
Earthmill Holdings Ltd (GB) and its 100% subsidiary Earthmill Maintenance Wind turbine service provider across England, Wales and Scotland 100%
Limited ("Earthmill')
Wind Energy Partnership Ltd (IE) ("WEP") and its 100% subsidiary Silverford Wind turbine service provider across Northern Ireland and the republic of 85%
Engineering Ltd (NI) ("Silverford") Ireland
Anemos Analytics Ltd ("Anemos") Delivering proprietary condition monitoring technology. 52%
The remaining 15% of WEP is held by Tom Carroll, MD of the Irish O&M
Business. The remaining 48% of Anemos is held by Simone Lorenzi and Graham
Martin.
The O&M Business are led by an experienced operational management team who
will work closely with the EGT team to run the O&M Business going forward.
The Board of EGT believes the Acquisition presents an attractive opportunity
for EGT to acquire an established O&M platform business with the following
key characteristics:
Established market position and EBITDA profitable: Collectively, the O&M
Business reported approx. £14.7m in revenues and adjusted EBITDA of
approximately £900k in FY25 and continues to demonstrate an established
market position across the UK and Ireland. This performance is supported by a
large client base and is expected to continue, with further expansion
projected for 2026 and 2027, largely driven by repowering opportunities.
Recurring & repeatable revenue model: The O&M Business provides
annually recurring operations, maintenance and remote monitoring income across
over 900 turbines in the UK and Ireland alongside repeatable retrofit upgrade
programmes to turbine owners. This recurring, repeatable model further
strengthens forward revenue visibility.
Attractive repowering pipeline in a growing market: The Directors believe the
O&M Business is well-positioned to capitalise on accelerating demand
across the UK and Ireland. The current repowering pipeline includes signed
heads of terms agreed for approximately 50 turbine repowering projects. This
pipeline represents substantial future revenue streams with average repowering
project values equating to c.£450k providing a possible £19 million
repowering pipeline visibility. Repowering contracts are often followed by
multi-year operating, maintenance, repairing, and remote monitoring
relationships, further strengthening longer term revenue visibility
Robust client base and long-term relationships: The O&M Business maintain
a large client portfolio, providing recurring revenue streams across the UK
and Ireland. Combined with the repowering potential, this ensures resilience
and continued growth for the O&M Business.
Strategic ownership of intellectual property and inventory components: The
O&M Business own the intellectual property for Endurance turbine models,
providing a strong market position, enabling rapid fault resolution and
operational continuity for clients. In addition, the business maintains a
strategic inventory of OEM turbine parts valued at £3.95 million, including
turbines, blades, and gearboxes, ensuring rapid fault resolution and
operational continuity for clients.
Highly skilled and experienced workforce: The O&M Business benefit from an
experienced team of 78 professionals, including qualified on-site engineers
and in-house technical specialists. This team brings deep sector expertise in
SCADA (Supervisory control and data acquisition) design, engineering, and
asset management, enabling the O&M Business to deliver a range of services
to its clients.
Proprietary technology driving operational efficiency: Through Anemos
Analytics, the majority-owned condition monitoring software technology,
clients benefit from predictive maintenance, reduced downtime, and improved
energy yields for their wind turbines. This proprietary technology helps
create pipeline and project work for the O&M Business and has white-label
potential for international markets and beyond wind turbines.
5. Earthmill Holdings Ltd (GB)
A. Overview of Earthmill
Earthmill is a UK-based onshore wind turbine maintenance specialist focused on
small to medium-scale wind solutions. Founded in 2009 by Steve Milner, the
company quickly became a leading distributor of Endurance wind turbines,
establishing itself as a trusted partner for farmers seeking to reduce energy
costs and generate income through renewable incentives.
Earthmill is headquartered in Harrogate, with regional inventory depots in
Cornwall, Wales, and Scotland.
Earthmill has over 750 onshore wind turbines under contract, and Earthmill has
continued to trade profitably across 2025, despite the ongoing issues with its
former parent company, ACP.
B. Core Service Lines
1. Wind turbine supply & installation: Earthmill specialises in 50 -
250 kW turbines for agricultural and rural sites, managing the full process
from feasibility and planning to grid connection and commissioning.
2. O&M: Earthmill maintains over 750 turbines across the UK,
offering remote monitoring, servicing, rapid repairs, and support from four
regional depots.
3. Turbine upgrades & repowering: Earthmill delivers retrofit upgrades
for turbines, refurbishing or replacing ageing wind turbine components to
extend their lifespan. Earthmill owns the IP behind Endurance turbines,
ensuring strong market position and enabling rapid fault resolution and
operational continuity for clients.
4. Strategic InventorySpare parts inventory of £3.95m across the O&M
Business ensures quick repairs and minimises downtime for turbine owners.
C. Earthmill's Geographic Footprint
Head Office:
· Harrogate, Yorkshire
Region Depots:
· Bathgate, Scotland
· Narbeth, Wales
· Perranporth, Cornwall
D. Senior Management Team
Earthmill is supported by an experienced senior management team, including:
Dave Broadbank (Managing Director) - Dave has worked at Earthmill since April
2011. Holding the position of Operations Manager, Director and currently
Managing Director.
Dave has been instrumental in the continued growth of the business and
successful delivery of c.300 installed wind turbines to Earthmill clients and
manages the fleet of over 750 operational assets in the UK.
Dave Smith (Head of Operations) - Dave has worked at Earthmill since 2012.
Holding the position of Project Manager, responsible for new installations
from 2013 onwards. Dave then moved to Operations Manager and then Head of
Operations as the business expanded.
He is now responsible for the Regional Operations Managers, Procurement team
and also the Project Management team.
Oliver Leake (Head of Commercial and Customer Services) - Oliver started at
Earthmill in 2013, joining as a Marketing Executive and progressing to
Marketing Manager, Customer Services Manager and currently Head of Commercial
and Customer Services.
Oliver leads business development activities and plays a key role in projects
and the rollout of new products and services, most recently the company's
repowering offering.
He oversees client relationships across both private and commercial clients,
manages their contracts, leads both the technical support and client service
teams and forms part of Earthmill's senior leadership team.
Jim Sherwin (Head of Sales) - Jim re-joined Earthmill Maintenance in 2025 to
lead the Sales division, driving the company's repowering proposition across
its national client base.
Previously National Sales Manager at Earthmill Limited (2012 -2015and has held
marketing leadership roles across media, professional services, and
renewables.
E. Earthmill's Capabilities and Service Offering
Endurance Wind Power IP
Earthmill's ownership of the official Endurance Wind Power IP offers clients a
trusted, OEM-backed solution for extending turbine life and improving
reliability. It also ensures a recurring revenue stream through servicing and
upgrades, while delivering tangible client benefits such as reduced downtime,
Northern Power Systems
Earthmill is also the licensee of the IP for Northern Power System (NPS)
turbines and operates as the sole UK service provider for these turbines, a
position underpinned by its unique access rights to the proprietary
operational software required for maintenance and optimisation.
This agreement is secured through Earthmill's established relationship with
Northern Power Systems Italy, ensuring that Earthmill is the only company
authorised to utilise NPS's operational software within the UK market.
F. Key Growth Drivers for Earthmill
Repowering
Repowering involves the replacement and upgrading of aging wind turbines with
newer, more powerful and more efficient turbines, increasing energy yield and
power output. Repowering is a core pillar of Earthmill's growth strategy and a
driver of both near-term project revenues and longer-term contracted,
recurring income. Earthmill has operational experience in delivering turnkey
repowering programmes.
Repowering contracts are often followed by multi-year operating, maintenance,
repairing, and remote monitoring relationships, further strengthening longer
term revenue visibility. Earthmill source genuine Vestas parts and turbines
for its repowering projects.
The UK Government launched a major new onshore wind strategy in 2025 to
kickstart onshore wind development after a defacto 9 year ban in England on
developing onshore wind capacity, and this has created a significant increase
in repowering development for Earthmill as wind turbine owners seek to
maximise their feed-in-tariff revenue.
Earthmill's current repowering pipeline demonstrates strong market traction.
Management reports approximately 280 qualified prospects have been engaged
with, of which approximately 50 Heads of Terms have been signed. These
approximately 50 Heads of Terms equate to £19m in potential revenue.
The near term status of the repowering pipeline is as follows:
· ~280 qualified prospects engaged across the existing customer base of
~900 turbines
· £126m total pipeline opportunity across existing client base
· ~50 heads of terms signed
· 22 planning approvals grants, contracts signed
· 2 commissioned (2025)
· 2-3 completing in Q1-2026
Average repowering contracts currently equate to approximately £450k per
project, with some larger repowering projects equating to approximately £700k
in revenue for Earthmill.
Repowering has a strong, repeatable pull-through into higher-value,
longer-duration O&M contracts and often supports a pathway towards
five-year contracts with significant increases in annual O&M fees on each
turbine. An additional recurring revenue uplift can occur from migrating
existing clients to enhanced O&M agreements and onboarding new repowering
clients onto new O&M contracts.
6. WEP and Silverford
A. Overview
WEP and Silverford (collectively the "Irish O&M Business") form an
integrated wind O&M business headquartered in Northern Ireland, providing
services across the full turbine lifecycle: supply, installation, O&M,
repowering, and remote monitoring.
The Irish O&M Business have offices in Dungannon, Northern Ireland and
Portlaoise, in the Republic of Ireland providing O&M reach across the
island of Ireland. The Irish O&M Business provides O&M services to
over 140 turbines for a wide range of models such as Endurance, Vestas,
Northern Power, WTN and GAIA.
The Irish O&M Business is managed by Tom Carroll. Tom is a 15% shareholder
in WEP and has served as MD of the Irish O&M Business since the
acquisition of Silverford in 2020, managing customer contracts, technical
support and service teams for the Irish O&M Business.
The Irish O&M Business are supported by an operational team of six
employees across WEP and Silverford, comprising one administrative
professional, two accounts personnel, and three technicians.
B. Core Services
The Irish O&M Business' core service offering includes:
1. Turbine Supply, Installation & Commissioning:
• Supply, install, and commission new and refurbished turbines
2. Operations & Maintenance Services:
• Full O&M services for WTN, Vestas and Endurance models
3. Repowering & Major Components:
• Turnkey repowering solutions and large component exchanges
4. Performance Monitoring, Analytics & Reporting:
• Real-time monitoring and predictive maintenance
C. Current pipeline & growth opportunities
The business is actively pursuing a robust pipeline of new contracts, which
underscores its strong market presence and ability to deliver turnkey
solutions in both O&M and repowering segments.
7. Anemos Analytics
Anemos Analytics delivers advanced condition monitoring and predictive
analysis, using real-time multi-sensor data to detect faults early and
optimise maintenance. Anemos provides the following solutions:
• Advanced Condition Monitoring System (CMS) with multi-sensor
vibration detection for wind turbines
• Real-time monitoring using tri-axial sensors and high-frequency
data
• Analysis and trending with automated alarming features
• Predictive analytics to forecast potential failures
• Clear identification of degradation in critical turbine components
• Non-Destructive Testing (NDT) services performed
Key value drivers for clients utilising the Anemos platform:
• Anemos can detect component failures early and optimize
maintenance schedules and reduce cost
• Anemos can provide advanced warning that failures may occur in the
near future.
• The platform may also be suitable for white-label arrangements,
which could support entry into selected international markets and beyond wind
turbines
The Anemos platform was first deployed in April 2025 and is currently
implemented across 90 turbines. The business plans to extend deployment to an
additional 200 turbines during 2026 and 2027.
8. Overview of Market for Wind Turbine Servicing and Maintenance
Businesses
Europe represents one of the largest global wind markets, with approximately
285 GW of installed capacity and forecasts expecting total installations to
approach 450 GW by 2030, driven primarily by onshore deployment and
underpinned by long-term policy support for renewable generation.
This expanding capacity is complemented by an ageing fleet of turbines,
supporting increased demand for operations, maintenance and repowering
services which are critical to sustaining generation from existing
grid-connected infrastructure. Operations and maintenance expenditure is
typically non-discretionary in nature, while renewable assets commonly operate
for 20-25 years and are frequently subject to lifetime extension,
refurbishment or repowering.
Competitors are often either smaller local operators or OEM-aligned service
providers tied to their own turbine platforms. Asset owners increasingly
favour experienced multi-brand service providers.
Recent transaction activity highlights continued strategic and financial
investor interest in the sector. Renew Holdings plc acquired Full Circle
Group, a specialist provider of monitoring, repair and maintenance services
for onshore wind turbines, for an enterprise value of approximately €60
million, implying around 10x EV / EBITDA. The Directors believe the
Acquisition of the O&M Businesses by EGT, at an approximately 3.9x 2025
adjusted EBITDA multiple (2.3x 2024 EBITDA), represents an attractive entry
point relative to disclosed precedent transactions.
9. Strategic Benefits and Potential Synergies of the Acquisition
The Directors believe that the Acquisition marks a pivotal milestone in the
execution of EGT's medium-term strategy to build a portfolio of revenue
generating and profitable businesses in the critical infrastructure sector
across the UK, Ireland, and Europe.
The Acquisition provides a platform to achieve EGT's new medium-term target of
£50 million revenue and double-digit EBITDA margins. The Company's strategy
to achieve this includes:
· Delivery of strong organic growth from the O&M Business by
expanding the service offering across new and existing client relationships.
· Focus on targeted operational improvements and efficiencies to drive
margin expansion.
· Focus on strong free cash flow generation to fund a progressive
dividend policy from the first full year following completion of the
Acquisition, targeting annual dividend growth of approximately 5%.
· Pursue a disciplined capital allocation policy for small, strategic
bolt-on acquisitions to support expansion of services across the critical
infrastructure sector in the UK, Ireland, and Europe, such as water, energy,
roads, and data centres funded through operating cash flows supplemented by
prudent leverage and deferred consideration of 1-2x EBITDA where appropriate.
10. EGT's Existing Business, Assets and Management Team
EGT successfully completed its initial public offering on AIM in April 2024.
Since IPO, the Company has focused on acquiring revenue-generating businesses
aligned with the green economy transition and supporting critical
infrastructure services, specifically targeting distressed assets with strong
revenue profiles.
EGT's Existing Assets
EGT holds a portfolio of projects aligned with the energy transition across
critical minerals in Europe, at varying stages of development:
Olserum Rare Earth Element Project (Sweden)
Following its IPO, the Company made considerable progress on the Olserum Rare
Earth Element ("REE") project in Sweden with a successful 1,500m drill
programme which proved the district scale potential for REEs at the Olserum
REE project.
The current geopolitical uncertainty has highlighted the urgent requirement
for Europe to establish a secure supply of REEs to support European industry
and the Olserum REE project has the potential to be a critical supplier of
REEs to Europe in the near future. With no active REE mines currently
operating in Europe, EGT believes the Olserum REE project holds significant
value and could be of critical strategic importance for Europe's REE supply
security in the years ahead.
International focus on REEs has grown in recent months, driven by their
critical role in global supply chains, particularly in the production of
permanent magnets essential to the renewable and defence sectors. China
currently dominates the global supply, processing and refining of REEs and,
with geopolitical tensions rising globally, there is a pressing need to
establish a secure and resilient REE supply within Europe.
In May 2025, EGT announced that the Olserum REE licence was extended for a
further four-years, to June 2029. EGT believes the Olserum REE project is now
well positioned for sale or partnership with a large, established mining
company who can support its future development while generating an attractive
return for EGT shareholders.
Pajala Copper Project (Sweden)
The Pajala project, located in northern Sweden, has confirmed copper potential
in addition to high-grade graphite from historic work.
The licences have been extended by three years to March 2028 given the work
conducted by EGT. Similar to EGT's approach for the Olserum REE project, EGT
is confident of realising value for shareholders from this project through
sale or partnership. EGT entered into an exclusive 6 month option to sell the
Pajala Copper project with Recovery Metals Cyprus in October 2025, with
diligence ongoing.
The strength of copper prices, which reached record highs in recent months,
has continued to make the project attractive to third parties as copper
remains a critical component for the electrification of the global economy.
11. Summary Financials
The financial figures presented below relate to the proforma consolidated
financial statements for Earthmill, WEP and Silverford. FY24 figures are
audited and FY25 figures are as per management accounts.
£’m FY24 FY25
Revenue 14.4 14.7
Cost of Sales (9.3) (10.3)
Gross Profit 5.0 4.4
Overheads (3.5) (3.5)
EBITDA / Adjusted EBITDA 1.5 0.9
12. The Placing and Subscription
Details of the Placing and the Placing Agreement
The Company intends to place the Placing Shares at the Placing Price with new
and existing institutional and other investors.
The Placing, which is not underwritten, is conditional upon, amongst other
things:
· the passing of the Resolutions at the General Meeting;
· the Company having complied with its obligations under the Placing
Agreement to the extent the same fall to be performed prior to Admission;
· the Company having received the sums payable under the Subscription
Agreements in respect of the Subscription Shares; and
· Admission taking place on or before 8.00 a.m. on 31 March 2026 (or
such later date as Panmure Liberum, Oak Securities and the Company may agree,
being not later than 30 April 2026).
The Placing Shares will be credited as fully paid and will, on Admission, rank
pari passu in all respects with all other Ordinary Shares then in issue,
including the right to receive all dividends or other distributions declared,
paid or made on or after Admission.
Pursuant to the terms of the Placing Agreement, Oak Securities has
conditionally agreed to use its reasonable endeavours, as agent for the
Company, to procure subscribers for the Placing Shares at the Issue Price. The
Placing is not being underwritten.
The Placing Agreement contains customary warranties from the Company in favour
of Oak Securities and Panmure Liberum in relation to, amongst other things,
the accuracy of the information in the Circular and other matters relating to
the Group and its business. In addition, the Company has agreed to indemnify
Oak Securities and Panmure Liberum in relation to certain liabilities they may
incur in respect of the Fundraise.
Oak Securities and Panmure Liberum have the right to terminate the Placing
Agreement in certain circumstances prior to Admission, including where any
warranties given in the Placing Agreement are or become untrue, inaccurate or
misleading in any material respect, material breach by the Company of any of
its obligations under the Placing Agreement, the occurrence of a force majeure
event or in the event of a material adverse change in the financial position
or prospects of the Company.
The obligations of Oak Securities and Panmure Liberum under the Placing
Agreement are conditional, inter alia, upon the Resolutions being passed at
the General Meeting, and Admission occurring by 8.00 a.m. on 31 March 2026 (or
such later date as may be agreed by the Company, Oak Securities and Panmure
Liberum, being not later than 30 April 2026).
Details of the Subscription
The Subscription Shares are being subscribed for directly by the Subscribers
at the Placing Price pursuant to the Subscription Agreements. The Subscription
remains conditional, among other things, upon (a) the Resolutions as set out
in the Notice of General Meeting being approved by Shareholders and (b)
Admission becoming effective by no later than 8.00 a.m. on 31 March 2026 (or
such later date as may be agreed by the Company, Oak Securities and Panmure
Liberum, being not later than 30 April 2026). The Subscription is not being
underwritten, and the Subscription Shares are subject to scale back at
Company's absolute discretion. Furthermore, the Subscription will not proceed
if the Placing does not proceed.
Application will be made for the Subscription Shares to be admitted to trading
on AIM. It is expected that the Subscription Shares will be admitted to
trading on AIM and that dealings will commence in the Subscription Shares on
AIM at 8.00 a.m. on 31 March 2026 (or such later date as may be agreed by the
Company, Oak Securities and Panmure Liberum, being not later than 30 April
2026).
The Placing Price was determined having regard to market conditions at the
time the Placing Agreement was entered into. The closing mid-market price of
an Ordinary Share on AIM on the trading day prior to the announcement of the
Placing was 6.5 pence and the Placing Price therefore represents a 7.7 per
cent. discount. The Directors believe that the Placing Price is fair and
reasonable insofar as Shareholders are concerned.
Subject to, inter alia, the passing of the Resolutions, application will be
made for the New Ordinary Shares to be admitted to trading on AIM. Admission
is expected to occur and dealings are expected to commence in the New Ordinary
Shares on AIM at 8.00 a.m. on 31 March 2026.
Further announcements regarding the Placing and the Subscription will be made
in due course.
13. Financial Arrangements
Bridge Facilities
In order to complete the Acquisition in an accelerated timeline, the Company
entered into short-term bridge financing totalling £3.0 million comprising:
- Facility 1: £1.5 million from Roaring Waters Capital Limited
- Facility 2: £1.1 million from Raglan Road Capital Limited
- Facility 3: £400,000 from high net worth investors
The Bridge Facilities were drawn down on completion of the Acquisition.
Further details in relation to the Bridge Facilities as announced on 25
February 2026:
In order to facilitate the Acquisition as part of a competitive process with
an accelerated timetable, the Company entered into short-term
Bridge Facilities totalling £3.0 million which, alongside the Company's
existing cash resources, will fund the £3.5 million consideration and provide
sufficient working capital for the enlarged group.
The Bridge Facilities comprise three separate short-term Facilities:
Facility 1: £1.5 million provided by Roaring Waters, which carries no
interest and will automatically convert into equity at the Placing Price upon
completion of the Fundraise. Upon completion of the Fundraise, the Company
will issue warrants to subscribe for ordinary shares in the Company to Roaring
Waters equal to 35% of the commitment exercisable at the Placing Price for a
six-year term. In the event the Fundraise is not completed within three months
following the date of the Facility, the number of warrants issued will
increase by 1% per month until the earlier of completion of the Fundraise, or
the termination of the facility being 12 months from the date of this
announcement.
Facility 2: £1.1 million provided by Raglan Capital an entity of which
Cathal Friel, Executive Chair, is also a director. This is a 12 month
facility, however it is the Company's intention to repay this short-term loan
following completion of the Fundraise in the coming weeks. The facility is a
loan bearing interest of 1.75% per month for the first three months, and 2.5%
per month for the remaining nine months, and includes an arrangement fee of
2.25% of the total commitment. The minimum return on the facility is 7.5% of
the total commitment. No repayment of Facility 2 is permitted until Facility 1
and Facility 3 have each been repaid in full.
The Company will issue warrants to subscribe for ordinary shares in the
Company to Raglan Capital equal to 25% of the committed funds, exercisable at
the Placing Price for a six-year term ("Raglan Warrants"). The Raglan Warrants
will only be issued upon completion of the Fundraise.
Raglan Capital, and parties acting in concert with it, are currently
interested in approximately 33.5% of the existing voting rights of the
Company. Following completion of the Fundraise, and pursuant to Facility 2
detailed above, Raglan Capital will be issued with the Raglan Warrants.
Pursuant to the loan agreement between EGT and Raglan Capital, Raglan Capital
has agreed not to exercise the Raglan Warrants, if following exercise of the
Raglan Warrants, Raglan Capital, and parties acting in concert with it, would
hold an interest above 29.9% in the voting rights of the Company or if the
exercise of the Raglan Warrants would otherwise trigger, on Raglan Capital,
and parties acting in concert with it, an obligation to make a general offer
for all of the existing ordinary shares in the Company (not held by them) to
be made under Rule 9 of the City Code on Takeovers and Mergers.
Facility 3: £400,000 provided by high net worth investors under separate
facility agreements, each with a monthly interest rate of 2.5% and a minimum
return of 5% of the total commitments. This is a 12 month facility, however it
is the Company's intention to repay the short-term bridge loans following
completion of the Fundraise. Upon completion of the Fundraise, the Company
will issue warrants to subscribe for ordinary shares in the Company equal to
25% of the committed funds, exercisable at the Placing Price for a six-year
term.
Each of the Bridging Facilities is subject to security granted by the Company
with Facility 3 ranking pari passu with Facility 1 and ahead of Raglan Capital
in the repayment waterfall.
Facility 1, totalling £1.5 million, will automatically convert into 25
million Ordinary Shares at the Placing Price upon completion of the Fundraise.
Facility 2 and Facility 3 above, totalling £1.5 million, will be repaid in
full from the net proceeds of the Fundraise following its completion.
14. Related Party Transaction
Raglan Road Capital Limited, which is controlled by Cathal Friel, Executive
Chair of the Company, holds an interest in 13.8% of the Existing Ordinary
Shares directly. Cathal Friel holds 5.3% of the Existing Ordinary Shares and
is a director of both the Company and Raglan Capital.
Raglan Professional Services Limited ("Raglan Professional"), a company
controlled by Cathal Friel, has provided consulting services in connection
with the Fundraise and will be entitled to receive a transaction fee of
£159,000 plus VAT (if applicable) for these services ("Advisory Transaction
Fee"). Raglan Professional is deemed to be a Related Party for the purposes of
the AIM Rules.
Entering into the Advisory Transaction Fee with Raglan Professional
constitutes a related party transaction pursuant to AIM Rule 13. The Directors
who do not have an interest in the Advisory Transaction Fee (Daniel Akselson,
James Leahy and Michael Kearney), having consulted with the Company's
nominated adviser Panmure Liberum, consider the terms of the Advisory
Transaction Fee to be fair and reasonable insofar as the Company's
shareholders are concerned. Although the Company's directors are of the view
that Mr Kelly does not have a personal interest in the Advisory Transaction
Fee, to avoid any perception of a conflict Mr. Kelly nevertheless recused
himself given his professional relationship with Raglan Professional.
15. Matters to be considered at the General Meeting
Increase of share authorities and waiver of pre-emption rights
The Directors require the authority of Shareholders to issue and allot the
Placing Shares and the Subscription Shares for cash, to issue and allot the
Conversion Shares and to grant the warrants to be issued pursuant to the terms
of the Bridge Facilities ("Warrants").
Under the Companies Act 2006, and subject to certain limited exceptions not
relevant here, the Directors may not issue and allot new Ordinary Shares for
cash unless the Shareholders have, by special resolution, disapplied statutory
pre-emption rights. Accordingly, in Resolution 2, the Directors seek such a
disapplication to facilitate the issue and allotment for cash of the Placing
Shares and the Subscription Shares, as well as the issue and allotment of the
Conversion Shares and the grant of the Warrants, pursuant to the general
authority to allot sought under Resolution 1.
Resolutions 3 and 4 provide for the authority of Shareholders to issue and
allot certain further Ordinary Shares and disapply pre-emption rights in
relation to certain of such further shares, which will provide headroom that
could be used to support the working capital of the Company and its group, and
to fund further acquisitions.
APPENDIX II
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE BOOKBUILD FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE TERMS
AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE ONLY
DIRECTED AT, AND BEING DISTRIBUTED TO, PERSONS WHOSE ORDINARY ACTIVITIES
INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN
A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE REGULATION (EU)
2017/1129 ("EU PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED KINGDOM,
PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF PARAGRAPH 15 of PART
2 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS
2024 ("POATR") AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED ("THE ORDER") OR FALL WITHIN THE DEFINITION
OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE
49(2) (A) TO (D) OF THE ORDER; OR (C) ANY OTHER PERSON TO WHOM IT MAY
OTHERWISE LAWFULLY BE COMMUNICATED; AND, IN EACH CASE, WHO HAVE BEEN INVITED
TO PARTICIPATE IN THE PLACING BY OAK SECURITIES (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY PERSON WHO HAS RECEIVED OR IS
DISTRIBUTING THESE TERMS AND CONDITIONS MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE TERMS
AND CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS. THESE TERMS AND CONDITIONS DO NOT
THEMSELVES CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES (AS SUCH TERM IS
DEFINED BELOW).
Unless otherwise defined in these terms and conditions, capitalised terms used
in these terms and conditions shall have the meaning given to them in Appendix
III below headed "Definitions".
If a person indicates to the Bookrunner that it wishes to participate in the
Placing by making an oral or written offer to acquire Placing Shares (each
such person, a "Placee") it will be deemed to have read and understood these
terms and conditions and the Announcement of which they form a part in their
entirety and to be making such offer on the terms and conditions, and to be
providing the representations, warranties, indemnities, agreements and
acknowledgements, contained in these terms and conditions as deemed to be made
by Placees. In particular, each such Placee represents, warrants and
acknowledges that it is a Relevant Person and undertakes that it will acquire,
hold, manage and dispose of any of the Placing Shares that are allocated to it
for the purposes of its business only. Further, each such Placee represents,
warrants and agrees that if it is a financial intermediary, that the Placing
Shares acquired by and/or subscribed for by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in circumstances which may
give rise to an offer of securities to the public other than an offer or
resale to qualified investors (as defined above) in the UK or in a member
state of the EEA, or in circumstances in which the prior consent of the
Bookrunner has been given to each such proposed offer or resale. Each such
Placee represents, warrants and acknowledges that it is acquiring the Placing
Shares for its own account or is acquiring the Placing Shares for an account
with respect to which it exercises sole investment discretion and has the
authority to make and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this Announcement;
and it understands (or if acting for the account of another person, such
person has confirmed that such person understands) the resale and transfer
restrictions set out in this Appendix II. These terms and conditions do not
constitute an offer to sell or issue or the invitation or solicitation of an
offer to buy or acquire Placing Shares.
This Announcement may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of the Company's plans and its current
goals and expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results. Forward-looking
statements sometimes use words such as "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may",
"could", "outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global economic
business conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation, deflation, the
timing effect and other uncertainties of future acquisitions or combinations
within relevant industries, the effect of tax and other legislation and other
regulations in the jurisdictions in which the Company and its affiliates
operate, the effect of volatility in the equity, capital and credit markets on
the Company's profitability and ability to access capital and credit, a
decline in the Company's credit ratings; the effect of operational risks; and
the loss of key personnel. As a result, the actual future financial
condition, performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking
statements. Any forward-looking statements made in this Announcement by or
on behalf of the Company speak only as of the date they are made. Except as
required by applicable law or regulation, the Company expressly disclaims any
obligation or undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to reflect any
changes in the Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is based.
Subject to certain exceptions, these terms and conditions and the information
contained herein are not for release, publication or distribution, directly or
indirectly, in whole or in part, to persons in the United
States, Australia, Switzerland, Canada, Japan, the Republic of South
Africa or any other jurisdiction in which such release, publication or
distribution would be unlawful ("Excluded Territory").
The distribution of these terms and conditions and the offer and/or placing of
Placing Shares in certain other jurisdictions may be restricted by law. No
action has been taken by the Bookrunner or the Company that would permit an
offer of the Placing Shares or possession or distribution of these terms and
conditions or any other offering or publicity material relating to the Placing
Shares in any jurisdiction where action for that purpose is required, save as
mentioned above. Persons into whose possession these terms and conditions come
are required by the Bookrunner and the Company to inform themselves about and
to observe any such restrictions.
No prospectus or other offering document has been or will be submitted to be
approved by the Financial Conduct Authority ("FCA") in relation to the
Placing or the Placing Shares and each Placee's commitment will be made solely
on the basis of the information set out in this Announcement. Each Placee, by
participating in the Placing, agrees that it has neither received nor relied
on any other information, representation, warranty or statement made by or on
behalf of Panmure Liberum, the Bookrunner or the Company and none of Panmure
Liberum, the Bookrunner, the Company, nor any person acting on such person's
behalf nor any of their respective affiliates has or shall have liability for
any Placee's decision to accept this invitation to participate in the Placing
based on any other information, representation, warranty or statement. Each
Placee, by participating in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company. No Placee
should consider any information in this Announcement to be legal, tax or
business advice. Each Placee should consult its own attorney, tax advisor and
business advisor for legal, tax and business advice regarding an investment in
the Placing Shares. Each Placee acknowledges and agrees that it has relied on
its own investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Nothing in this paragraph
shall exclude the liability of any person for fraudulent misrepresentation.
Additionally, each Placees acknowledges that Panmure Liberum is acting solely
as Nominated Adviser to the Company, and is not acting as broker or bookrunner
in relation to the Placing. Neither Panmure Liberum nor Oak Securities is
acting for the Company in relation to the Subscription.
No undertaking, representation, warranty or any other assurance, express or
implied, is made or given by or on behalf of Panmure Liberum, the Bookrunner
or any of their respective affiliates, directors, officers, employees, agents,
advisers, or any other person, as to the accuracy, completeness, correctness
or fairness of the information or opinions contained in this Announcement or
for any other statement made or purported to be made by any of them, or on
behalf of them, in connection with the Company or the Placing and no such
person shall have any responsibility or liability for any such information or
opinions or for any errors or omissions. Accordingly, save to the extent
permitted by law, no liability whatsoever is accepted by Panmure Liberum, the
Bookrunner or any of their respective directors, officers, employees or
affiliates or any other person for any loss howsoever arising, directly or
indirectly, from any use of this Announcement or such information or opinions
contained herein. Nothing in this Announcement shall act to limit the
liability of any person for their own fraud.
All offers of the Placing Shares will be made pursuant to an exemption under
the EU Prospectus Regulation, or the POATR, as applicable.
These terms and conditions do not constitute or form part of, and should not
be construed as, any offer or invitation to sell or issue, or any solicitation
of any offer to purchase or subscribe for, any Placing Shares or any other
securities or an inducement to enter into investment activity, nor shall these
terms and conditions (or any part of them), nor the fact of their
distribution, form the basis of, or be relied on in connection with, any
investment activity. No statement in these terms and conditions is intended to
be nor may be construed as a profit forecast and no statement made herein
should be interpreted to mean that the Company's profits or earnings for any
future period will necessarily match or exceed historical published profits or
earnings of the Company.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements") and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that the Placing Shares are: (i)
compatible with an end target market of (a) retail investors, (b) investors
who meet the criteria of professional clients and (c) eligible counterparties,
each as defined in UK Product Governance Requirements; and (ii) eligible for
distribution through all distribution channels as are permitted
by UK Product Governance Requirements (the "UK Target Market Assessment").
Notwithstanding the UK Target Market Assessment, distributors should note
that: the price of the Placing Shares may decline and investors could lose all
or part of their investment; the Placing Shares offer no guaranteed income and
no capital protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital protection,
who (either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom.
The UK Target Market Assessment is without prejudice to the requirements
of any contractual, legal or regulatory selling restrictions in relation to
the Placing. Furthermore, it is noted that, notwithstanding the UK Target
Market Assessment, the Bookrunner is only procuring investors in the United
Kingdom which meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of
Business Sourcebook; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to, the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "EU Product Governance Requirements"), and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the EU Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have been subject
to a product approval process, which has determined that the Placing Shares
are: (i) compatible with an end target market of: (a) retail investors, (b)
investors who meet the criteria of professional clients and (c) eligible
counterparties (each as defined in MiFID II); and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The EU Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. In all
circumstances the Bookrunner will only procure investors who meet the criteria
of professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
Proposed Placing
The Bookrunner and Panmure Liberum have entered into the Placing
Agreement with the Company pursuant to which, on the terms and subject to the
conditions set out in such Placing Agreement, the Bookrunner as agent for and
on behalf of the Company, has agreed to use its reasonable endeavours to
procure Placees for the Placing Shares at the Issue Price. Panmure Liberum is
acting solely as the Company's Nominated Adviser, and is not acting as broker
or bookrunner in relation to the Placing.
Placees are referred to these terms and conditions and this Announcement
containing details of, inter alia, the Placing. These terms and conditions
and this Announcement have been prepared and issued by the Company, and are
the sole responsibility of the Company.
Separately, the Company has agreed, and reserves the right to agree, to enter
into Subscription Agreements with certain Subscribers to subscribe for new
Ordinary Shares at the Issue Price. Neither Panmure Liberum nor Oak Securities
is acting for the Company in relation to the Subscription. Completion of the
Subscription is conditional, inter alia, on the passing of the Resolutions at
the General meeting, the Placing becoming unconditional in all respects save
for Admission and Admission occurring on or before the date agreed between the
Company, Panmure Liberum and the Bookrunner under the Placing Agreement.
The Placing Shares, Subscription Shares and Conversion Shares will, when
issued and fully paid, be identical to, and rank pari passu with, the
Existing Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid on the Existing Ordinary Shares
after their admission to trading on AIM becoming effective in accordance with
the AIM Rules.
Application for listing and admission to trading
Application will be made to the London Stock Exchange for admission of the New
Ordinary Shares to trading on AIM.
Subject to the conditions below being satisfied, including inter alia the
passing of the Resolutions at the General Meeting, it is expected that
Admission will become effective on or around 31 March 2026. It is expected
that dealings for normal settlement in the New Ordinary Shares will commence
at 8.00 a.m. on the same day.
Bookbuild
Commencing today, the Bookrunner will be conducting a Bookbuild to determine
demand for participation in the Placing. The Bookrunner will seek to procure
Placees as agents for the Company as part of this Bookbuild. These terms and
conditions give details of the terms and conditions of, and the mechanics of
participation in, the Placing.
Participation in, and principal terms of the Placing
a) By participating in the Placing, Placees will be deemed to have read
and understood this Announcement and these terms and conditions in their
entirety and to be participating and making an offer for any Placing Shares on
these terms and conditions, and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings, contained in these
terms and conditions.
b) Oak Securities as sole Bookrunner is arranging the Placing as agent of
the Company.
c) The Bookbuild will establish the number of Placing Shares to be issued
and the aggregate proceeds to be raised through the Placing, which will be
agreed between the Bookrunner and the Company following completion of the
Bookbuild. The number of Placing Shares to be issued will be announced
through the Placing Results Announcement (as defined below) following the
completion of the Bookbuild.
d) Participation in the Placing will only be available to persons who are
Relevant Persons and who may lawfully be and are invited to participate by the
Bookrunner. The Bookrunner (in its independent and individual capacity) and
its affiliates are entitled to offer to subscribe for Placing Shares as
principals in the Bookbuild.
e) Any offer to subscribe for Placing Shares should state the aggregate
number of Placing Shares which the Placee wishes to acquire. The Issue Price
will be payable by the Placees in respect of the Placing Shares allocated to
them.
f) The Bookbuild is expected to close no later than 5:30 p.m. on 11
March 2026 but may close earlier or later, at the discretion of the Bookrunner
and the Company. The timing of the closing of the books and allocations will
be agreed between the Bookrunner and the Company following completion of the
Bookbuild (the "Allocation Policy"). The Bookrunner may, in agreement with the
Company, accept offers to subscribe for Placing Shares that are received after
the Bookbuild has closed. An offer to subscribe for Placing Shares in the
Bookbuild will be made on the basis of these terms and conditions and will be
legally binding on each Placee by which, or on behalf of which, it is made and
will not be capable of variation or revocation after the close of the
Bookbuild.
g) Subject to paragraph (f) above, the Bookrunner reserves the right,
including with or at the instruction of the Company, not to accept an offer to
subscribe for Placing Shares, either in whole or in part, on the basis of the
Allocation Policy and may scale down any offer to subscribe for Placing Shares
for this purpose.
h) If successful, each Placee's allocation will be confirmed to it by the
Bookrunner following the close of the Bookbuild. Oral or written confirmation
(at the Bookrunner's discretion) from the Bookrunner to such Placee confirming
its allocation will constitute a legally binding commitment upon such Placee,
in favour of the Bookrunner and the Company to acquire the number of Placing
Shares allocated to it on the terms and conditions set out herein. Each Placee
will have an immediate, separate, irrevocable and binding obligation, owed to
the Company, to pay to the Bookrunner (or as the Bookrunner may direct) as
agent for the Company in cleared funds an amount equal to the product of the
Issue Price and the number of Placing Shares which such Placee has agreed to
acquire.
i) The Company will make a further announcement following the close of
the Bookbuild detailing the number of Placing Shares to be issued (the
"Placing Results Announcement"). It is expected that such Placing Results
Announcement will be made as soon as practicable after the close of the
Bookbuild.
j) Subject to paragraphs (g) and (h) above, the Bookrunner reserves the
right not to accept bids or to accept bids, either in whole or in part, on the
basis of allocations determined at its discretion and may scale down any bids
as they may determine, subject to agreement with the Company. The acceptance
of bids shall be at the Bookrunner's absolute discretion, subject only to
agreement with the Company.
k) Irrespective of the time at which a Placee's allocation(s) pursuant to
the Placing is/are confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made at the time specified and
settlement on the basis explained below under the paragraph entitled
"Registration and Settlement".
l) No commissions are payable to Placees in respect of the Placing.
m) By participating in the Bookbuild, each Placee agrees that its rights and
obligations in respect of the Placing will terminate only in the circumstances
described below and will not be capable of rescission or termination by the
Placee. All obligations under the Placing will be subject to the fulfilment of
the conditions referred to below under the paragraphs entitled "Conditions of
the Placing" and "Termination of the Placing Agreement"
n) The Placing Shares will be issued subject to the terms and conditions
of this Announcement and each Placee's commitment to subscribe for Placing
Shares on the terms set out herein will continue notwithstanding any amendment
that may in future be made to the terms and conditions of the Placing and
Placees will have no right to be consulted or require that their consent be
obtained with respect to the Company's or the Bookrunner's conduct of the
Placing.
o) All times and dates in this Announcement may be subject to amendment.
The Bookrunner shall notify the Placees and any person acting on behalf of the
Placees of any changes.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The obligations of Panmure Liberum under the Placing Agreement in relation to
its making the application for Admission, and the obligations of the
Bookrunner under the Placing Agreement in respect of the placing of the
Placing Shares, are conditional on, amongst other things:
a) the Company not having breached in any material respect its obligations
under the Placing Agreement (to the extent that such obligations fall to be
performed prior to Admission);
b) all funds committed under the Subscription having been received by the
Company;
c) the Resolutions having been passed without material amendment by the
required majority at the General Meeting; and
d) Admission having occurred not later than 8.00 a.m. on 31 March
2026 or such later date as the Company and the Bookrunner may agree, but in
any event not later than 8.00 a.m. on 30 April 2026.
If (i) any of the conditions contained in the Placing Agreement in relation to
the Placing Shares are not fulfilled or waived by Panmure Liberum and the
Bookrunner by the respective time or date where specified, (ii) any of such
conditions becomes incapable of being fulfilled or (iii) the Placing Agreement
is terminated in the circumstances specified below, the Placing will not
proceed and the Placee's rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time, all monies received
from a Placee pursuant to the Placing shall be returned to such Placee without
interest, at the risk of the relevant Placee and each Placee agrees that no
claim can be made by the Placee in respect thereof.
Each of Panmure Liberum and the Bookrunner, at their respective discretion and
upon such terms as they think fit, may waive compliance by the Company with
the whole or any part of any of the Company's obligations in relation to the
conditions in the Placing Agreement, save that certain conditions (including
as regards Admission referred to in paragraph (d) above and the condition
relating to the Resolutions in paragraph (c) above) may not be waived. Any
such extension or waiver will not affect Placees' commitments as set out in
this Announcement.
None of Panmure Liberum, the Bookrunner nor the Company nor any other person
shall have any liability to any Placee (or to any other person whether acting
on behalf of a Placee or otherwise) in respect of any decision they may make
as to whether or not to waive or to extend the time and/or the date for the
satisfaction of any condition to the Placing nor for any decision they may
make as to the satisfaction of any condition or in respect of the Placing
generally, and by participating in the Placing each Placee agrees that any
such decision is within the absolute discretion of Panmure Liberum and the
Bookrunner.
Termination of the Placing Agreement
Panmure Liberum and the Bookrunner are entitled to terminate the Placing and
the Placing Agreement in respect of the Placing Shares at any time prior to
Admission in accordance with the terms of the Placing Agreement if, amongst
other things:
a) any of the conditions in the Placing Agreement (other than the
condition relating to Admission referred to in paragraph (d) above) which is
not waived (if capable of waiver), is not satisfied or becomes incapable, for
any reason, of being satisfied or in the opinion of Panmure Liberum or the
Bookrunner acting in good faith, is unlikely to be satisfied before Admission;
or
b) the Company, in the opinion of Panmure Liberum or the Bookrunner,
acting in good faith, fails, in any material respect, to comply with any of
its obligations under the Placing Agreement; or
c) it comes to the notice of Panmure Liberum or the Bookrunner that any
statement contained in this Announcement (and certain other documents referred
to in the Placing Agreement) has become untrue, incorrect or misleading in any
respect which Panmure Liberum or the Bookrunner considers to be material or
that statements have been omitted which, in the opinion of Panmure Liberum or
the Bookrunner, acting in good faith, is material; or
d) any of the warranties given by the Company in the Placing Agreement was
not true and accurate in any material respect as at the date of the Placing
Agreement or has ceased to be true and accurate by reference to the facts
subsisting at the time when notice to terminate is given; or
e) in the opinion of Panmure Liberum or the Bookrunner, acting in good
faith, there shall have occurred any material adverse change in, or any
development reasonably likely to involve an adverse change in, the condition
(financial, operational, legal or otherwise), profits, business, management,
property, assets, rights, results, operations or prospects of the Company or
the Group which is material in the context of the Company or the Group taken
as a whole, whether or not arising in the ordinary course of business; or
f) there happens, develops or comes into effect a general moratorium on
commercial banking activities in London declared by the relevant authorities
or a material disruption in commercial banking or securities settlement or
clearance services in the United Kingdom.
If the Placing Agreement is terminated in accordance with its terms, the
rights and obligations of each Placee in respect of the Placing as described
in this Announcement shall cease and terminate at such time, all monies
received from a Placee pursuant to the Placing shall be returned to such
Placee without interest, at the risk of the relevant Placee and each Placee
agrees that no claim can be made by or on behalf of the Placee (or any person
on whose behalf the Placee is acting) in respect thereof.
Notwithstanding any other provision of the Placing Agreement, once Admission
has occurred no party to the Placing Agreement shall be able to terminate any
part of the Placing Agreement which relates to Admission and/or the placing,
allotment or issue of the Placing Shares.
Placing Procedure
Placees shall acquire the Placing Shares to be issued pursuant to the Placing
and any allocation of the Placing Shares to be issued pursuant to the Placing
will be notified to them following the close of the Bookbuild (or such other
time and/or date as the Company and the Bookrunner may agree).
Payment in full for any Placing Shares so allocated in respect of the Placing
at the Issue Price must be made by no later than 7.00 a.m. (or such other
date as shall be notified to each Placee by the Bookrunner) on the expected
closing date of the Placing. The Bookrunner or the Company will notify Placees
if any of the dates in these terms and conditions should change.
Registration and Settlement
Settlement of transactions in the Placing Shares following Admission of the
Placing Shares will take place within the CREST system, subject to certain
exceptions. The Bookrunner and the Company reserve the right to require
settlement for, and delivery of the Placing Shares to Placees by such other
means that they deem necessary if delivery or settlement is not possible
within the CREST system within the timetable set out in this Announcement or
would not be consistent with the regulatory requirements in the Placee's
jurisdiction. Each Placee will be deemed to agree that it will do all things
necessary to ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions which they
have in place with the Bookrunner. In the event of any difficulties or delays
in the admission of the Placing Shares to CREST or the use of CREST in
relation to the Placing, the Company and the Bookrunner may agree that the
Placing Shares will be issued in certificated form.
Settlement of transactions in the Placing Shares following Admission will be
on a delivery versus payment basis and settlement is expected to take place on
or around the Settlement Date on a T+2 basis.
Interest is chargeable daily on payments to the extent that value is received
after the due date from Placees at the rate of 2 percentage points above the
prevailing Sterling Overnight Index Average. Each Placee is deemed to agree
that if it does not comply with these obligations, the Bookrunner may sell any
or all of the Placing Shares allocated to it on its behalf and retain from the
proceeds, for its own account and benefit, an amount equal to the aggregate
amount owed by the Placee plus any interest due. By communicating a bid for
Placing Shares, each Placee confers on the Bookrunner all such authorities and
powers necessary to carry out any such sale and agrees to ratify and confirm
all actions which the Bookrunner lawfully takes in pursuance of such sale. The
relevant Placee will, however, remain liable for any shortfall below the
aggregate amount owed by it and may be required to bear any stamp duty or
stamp duty reserve tax (together with any interest or penalties) which may
arise upon any transaction in the Placing Shares on such Placee's behalf.
Acceptance
By participating in the Placing, a Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with Panmure Liberum, the Bookrunner
and the Company, the following:
1. it is a Relevant Person and undertakes to subscribe at the Issue Price
for those Placing Shares allocated to it by the Bookrunner;
2. it has read and understood this Announcement (including these terms and
conditions) in its entirety and that it has neither received nor relied on any
information given or any investigations, representations, warranties or
statements made at any time by any person in connection with Admission, the
Placing, the Company, the Placing Shares, or otherwise, other than the
information contained in this Announcement (including these terms and
conditions) and that in accepting the offer of its Placing participation it
will be relying solely on the information contained in this Announcement
(including these terms and conditions) and undertakes not to redistribute or
duplicate such documents;
3. its oral or written commitment will be made solely on the basis of the
information set out in this Announcement and the information publicly
announced to a Regulatory Information Service by or on behalf of the Company
as at the date of this Announcement, such information being all that such
Placee deems necessary or appropriate and sufficient to make an investment
decision in respect of the Placing Shares and that it has neither received nor
relied on any other information given, or representations or warranties or
statements made, by Panmure Liberum, the Bookrunner or the Company nor any of
their respective affiliates and neither Panmure Liberum, the Bookrunner nor
the Company will be liable for any Placee's decision to participate in the
Placing based on any other information, representation, warranty or statement;
4. the content of this Announcement and these terms and conditions are
exclusively the responsibility of the Company and agrees that neither Panmure
Liberum, the Bookrunner nor any of their respective affiliates nor any person
acting on behalf of them will be responsible for or shall have liability for
any information, representation or statements contained therein or any
information previously published by or on behalf of the Company, and neither
Panmure Liberum, the Bookrunner nor the Company, nor any of their respective
affiliates or any person acting on behalf of any such person will be
responsible or liable for a Placee's decision to accept its Placing
participation;
5. (i) it has not relied on, and will not rely on, any information
relating to the Company contained or which may be contained in any research
report or investor presentation prepared or which may be prepared by Panmure
Liberum, the Bookrunner, the Company or any of their affiliates; (ii) none of
Panmure Liberum, the Bookrunner, their respective affiliates or any person
acting on behalf of any of such persons has or shall have any responsibility
or liability for public information relating to the Company; (iii) none of the
Company its affiliates or any person acting on behalf of any of such persons
has or shall have any responsibility or liability for public information
relating to the Company save for any information published via a regulatory
information service; (iv) none of Panmure Liberum, the Bookrunner, the Company
or their affiliates or any person acting on behalf of any of such persons has
or shall have any responsibility or liability for any additional information
that has otherwise been made available to it, whether at the date of
publication of such information, the date of these terms and conditions or
otherwise; and that (v) none of Panmure Liberum, the Bookrunner, the Company
or their affiliates or any person acting on behalf of any of such persons
makes any representation or warranty, express or implied, as to the truth,
accuracy or completeness of any such information referred to in paragraphs (i)
to (iv) above, whether at the date of publication of such information, the
date of this Announcement or otherwise;
6. it has made its own assessment of the Company and has relied on its own
investigation of the business, financial or other position of the Company in
deciding to participate in the Placing, and has satisfied itself concerning
the relevant tax, legal, currency and other economic considerations relevant
to its decision to participate in the Placing;
7. it is acting as principal only in respect of the Placing or, if it is
acting for any other person: (i) it is duly authorised to do so and has full
power to make the acknowledgments, representations and agreements herein on
behalf of each such person; (ii) it is and will remain liable to the Company
and the Bookrunner for the performance of all its obligations as a Placee in
respect of the Placing (regardless of the fact that it is acting for another
person); (iii) if it is in the United Kingdom, it is a person: (a) who has
professional experience in matters relating to investments and who falls
within the definition of "investment professionals" in Article 19(5) of the
Order or who falls within Article 49(2) of the Order; and (b) is a "qualified
investor" as defined in Paragraph 15 Part 2 of Schedule 1 of POATR; (iv) if it
is in a member state of the EEA, it is a "qualified investor" within the
meaning of Article 2(e) of the EU Prospectus Regulation; (v) if it is a
financial intermediary, the Placing Shares subscribed by it in the Placing are
not being acquired on a nondiscretionary basis for, or on behalf of, nor will
they be acquired with a view to their offer or resale to persons in
the UK or in a member state of the EEA in circumstances which may give rise
to an offer of shares to the public, other than their offer or resale to
qualified investors within the meaning of Paragraph 15 Part 2 of Schedule 1 of
POATR or within the meaning of Article 2(e) of the EU Prospectus Regulation in
a member state of the EEA which has implemented the EU Prospectus Regulation;
8. if it has received any confidential price sensitive information about
the Company in advance of the Placing, it has not: (i) dealt in the securities
of the Company; (ii) encouraged or required another person to deal in the
securities of the Company; or (iii) disclosed such information to any person,
prior to the information being made generally available;
9. it has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act 2002, the
Terrorism Act 2000, the Terrorism Act 2006, the Criminal Justice (Money
Laundering and Terrorism Financing) Act 2010 and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the Payer)
Regulations 2017, the Money Laundering Sourcebook of the FCA and any related
or similar rules, regulations or guidelines, issued, administered or enforced
by any government agency having jurisdiction in respect thereof (the
"Regulations") and, if it is making payment on behalf of a third party, it has
obtained and recorded satisfactory evidence to verify the identity of the
third party as may be required by the Regulations;
10. it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of the Financial
Services and Markets Act 2000 ("FSMA")) relating to the Placing Shares in
circumstances in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
11. it has complied and will comply with all applicable provisions of FSMA
with respect to anything done by it in relation to the Placing Shares in, from
or otherwise involving the United Kingdom;
12. unless otherwise agreed by the Company (after agreement with the
Bookrunner), it is not, and at the time the Placing Shares are subscribed for
and purchased will not be, subscribing for and on behalf of a resident of the
United States, Australia, Switzerland, Canada, Japan or the Republic of
South Africa and further acknowledges that the Placing Shares have not been
and will not be registered under the securities legislation of any Excluded
Territory and, subject to certain exceptions, may not be offered, sold,
transferred, delivered or distributed, directly or indirectly, in or into
those jurisdictions;
13. it does not expect Panmure Liberum or the Bookrunner to have any duties
or responsibilities towards it for providing protections afforded to clients
under the rules of the FCA Handbook (the "Rules") or advising it with regard
to the Placing Shares and that it is not, and will not be, a client of Panmure
Liberum or the Bookrunner as defined by the Rules. Likewise, any payment by it
will not be treated as client money governed by the Rules;
14. any exercise by Panmure Liberum or the Bookrunner of any right to
terminate the Placing Agreement or of other rights or discretions under the
Placing Agreement or the Placing shall be within the absolute discretion of
Panmure Liberum and the Bookrunner, and neither Panmure Liberum nor the
Bookrunner shall have any liability to it whatsoever in relation to any
decision to exercise or not to exercise any such right or the timing thereof;
15. it has the funds available to pay for the Placing Shares which it has
agreed to acquire and acknowledges, agrees and undertakes that it will make
payment to the Bookrunner for the Placing Shares allocated to it in accordance
with the terms and conditions of this Announcement on the due times and dates
set out in this Announcement (being the Settlement Date), failing which the
relevant Placing Shares may be placed with others on such terms as the
Bookrunner may, in its absolute discretion determine without liability to the
Placee and it will remain liable for any shortfall below the net proceeds of
such sale and the placing proceeds of such Placing Shares and may be required
to bear any stamp duty or stamp duty reserve tax (together with any interest
or penalties due pursuant to the terms set out or referred to in this
Announcement) which may arise upon the sale of such Placee's Placing Shares on
its behalf;
16. it will not distribute, forward, transfer or otherwise transmit this
Announcement or any part of it, or any other presentational or other materials
concerning the Placing in or into any Excluded Territory (including electronic
copies thereof) to any person, and it has not distributed, forwarded,
transferred or otherwise transmitted any such materials to any person;
17. neither it, nor the person specified by it for registration as a holder
of Placing Shares is, or is acting as nominee(s) or agent(s) for, and that the
Placing Shares will not be allotted to, a person/person(s) whose business
either is or includes issuing depository receipts or the provision of
clearance services and therefore that the issue to the Placee, or the person
specified by the Placee for registration as holder, of the Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 and 96 of the
Finance Act 1986 (depositary receipts and clearance services) and that the
Placing Shares are not being acquired in connection with arrangements to issue
depository receipts or to issue or transfer Placing Shares into a clearance
system;
18. the person who it specifies for registration as holder of the Placing
Shares will be: (i) itself; or (ii) its nominee, as the case may be, and
acknowledges that the Bookrunner and the Company will not be responsible for
any liability to pay stamp duty or stamp duty reserve tax (together with
interest and penalties) resulting from a failure to observe this requirement;
and each Placee and any person acting on behalf of such Placee agrees to
participate in the Placing on the basis that the Placing Shares will be
allotted to a CREST stock account of the Bookrunner who will hold them as
nominee on behalf of the Placee until settlement in accordance with its
standing settlement instructions with it;
19. where it is acquiring Placing Shares for one or more managed accounts,
it is authorised in writing by each managed account to acquire Placing Shares
for that managed account;
20. if it is a pension fund or investment company, its acquisition of any
Placing Shares is in full compliance with applicable laws and regulations;
21. it and/or each person on whose behalf it is participating: (i) is
entitled to acquire Placing Shares pursuant to the Placing under the laws and
regulations of all relevant jurisdictions; (ii) has fully observed such laws
and regulations; and (iii) has the capacity and has obtained all requisite
authorities and consents (including, without limitation, in the case of a
person acting on behalf of a Placee, all requisite authorities and consents to
agree to the terms set out or referred to in this Appendix) under those laws
or otherwise and has complied with all necessary formalities to enable it to
enter into the transactions and make the acknowledgements, agreements,
indemnities, representations, undertakings and warranties contemplated hereby
and to perform and honour its obligations in relation thereto on its own
behalf (and in the case of a person acting on behalf of a Placee on behalf of
that Placee); (iv) does so agree to the terms set out in this Appendix II and
does so make the acknowledgements, agreements, indemnities, representations,
undertakings and warranties contained in this Announcement on its own behalf
(and in the case of a person acting on behalf of a Placee on behalf of that
Placee); and (v) is and will remain liable to the Company and the Bookrunner
for the performance of all its obligations as a Placee of the Placing (whether
or not it is acting on behalf of another person);
22. if it has received any "inside information" as defined in the UK MAR
about the Company in advance of the Placing, it has not: (i) used that inside
information to acquire or dispose of securities of the Company or financial
instruments related thereto or cancel or amend an order concerning the
Company's securities or any such financial instruments; (ii) used that inside
information to encourage, require, recommend or induce another person to deal
in the securities of the Company or financial instruments related thereto or
to cancel or amend an order concerning the Company's securities or such
financial instruments; or (iii) disclosed such information to any person,
prior to the information being made publicly available;
23. in order to ensure compliance with the Money Laundering Regulations
2017, the Bookrunner (for its own purposes and as agent on behalf of the
Company) or the Company's registrars may, in their absolute discretion,
require verification of its identity. Pending the provision to the
Bookrunner or the Company's registrars, as applicable, of evidence of
identity, definitive certificates in respect of the Placing Shares may be
retained at the Bookrunner's absolute discretion or, where appropriate,
delivery of the Placing Shares to it in uncertificated form may be delayed at
the Bookrunner's or the Company's registrars', as the case may be, absolute
discretion. If within a reasonable time after a request for verification of
identity the Bookrunner (for its own purpose and as agent on behalf of the
Company) or the Company's registrars have not received evidence satisfactory
to them, the Bookrunner and/or the Company may, at their absolute discretion,
terminate their commitment in respect of the Placing, in which event the
monies payable on acceptance of allotment will, if already paid, be returned
without interest to the account of the drawee's bank from which they were
originally debited at the risk of the relevant Placee and each Placee agrees
that no claim can be made by the Placee in respect thereof;
24. it has not offered or sold and will not offer or sell any Placing Shares
to persons in the United Kingdom, except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise in
circumstances which have not resulted and which will not result in an offer to
the public in the United Kingdom within the meaning of regulation 7 of the
POATR;
25. it has not offered or sold and will not offer or sell any Placing Shares
to persons in any member state of the EEA prior to Admission except to persons
whose ordinary activities involve them acquiring, holding, managing or
disposing of investments (as principal or agent) for the purpose of their
business or otherwise in circumstances which have not resulted and will not
result in an offer to the public in any member state of the EEA within the
meaning of the EU Prospectus Regulation;
26. participation in the Placing is on the basis that, for the purposes of
the Placing, it is not and will not be a client of Panmure Liberum or the
Bookrunner and that neither Panmure Liberum nor the Bookrunner has any duties
or responsibilities to it for providing the protections afforded to their
clients nor for providing advice in relation to the Placing nor in respect of
any representations, warranties, undertakings or indemnities contained in the
Placing Agreement or the contents of these terms and conditions;
27. to provide Panmure Liberum, the Bookrunner or the Company (as relevant)
with such relevant documents as they may reasonably request to comply with
requests or requirements that either they or the Company may receive from
relevant regulators in relation to the Placing, subject to its legal,
regulatory and compliance requirements and restrictions;
28. any agreements entered into by it pursuant to these terms and conditions
shall be governed by and construed in accordance with the laws
of England and Wales and it submits (on its behalf and on behalf of any
Placee on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the obligation to
make payment for the Placing Shares (together with any interest chargeable
thereon) may be taken by either the Company or the Bookrunner in any
jurisdiction in which the relevant Placee is incorporated or in which any of
its securities have a quotation on a recognised stock exchange;
29. to fully and effectively indemnify on an on-demand after tax basis and
hold harmless the Company, Panmure Liberum, the Bookrunner and each of their
respective affiliates, and any such person's respective affiliates,
subsidiaries, branches, associates and holding companies, and in each case
their respective directors, employees, officers and agents from and against
any and all losses, claims, damages, liabilities, costs and expenses
(including legal fees and expenses): (i) arising from any breach by such
Placee of any of the provisions of these terms and conditions; (ii) incurred
by Panmure Liberum and/or the Bookrunner and/or the Company arising from the
performance of the Placee's obligations as set out in these terms and
conditions and (iii) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements or undertakings
contained in the Announcement and further agrees that the provisions of these
terms and conditions shall survive after completion of the Placing;
30. in making any decision to subscribe for the Placing Shares: (i) it has
knowledge and experience in financial, business and international investment
matters as is required to evaluate the merits and risks of acquiring the
Placing Shares; (ii) it is experienced in investing in securities of this
nature and is aware that it may be required to bear, and is able to bear, the
economic risk of, and is able to sustain a complete loss in connection with,
the Placing; (iii) it has relied on its own examination, due diligence and
analysis of the Company and its affiliates taken as a whole, including the
markets in which the Company operates, and the terms of the Placing, including
the merits and risks involved; (iv) it has had sufficient time to consider and
conduct its own investigation with respect to the offer and purchase of the
Placing Shares, including the legal, regulatory, tax, business, currency and
other economic and financial considerations relevant to such investment; and
(v) will not look to Panmure Liberum, the Bookrunner or any of their
respective affiliates or any person acting on their behalf for all or part of
any such loss or losses it or they may suffer;
31. its commitment to acquire Placing Shares will continue notwithstanding
any amendment that may in future be made to the terms and conditions of the
Placing, and that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or the Bookrunner's
conduct of the Placing; and
32. it acknowledges and understands that Panmure Liberum, the Bookrunner and
the Company and their respective affiliates and others will rely upon the
truth and accuracy of the foregoing representations, warranties,
acknowledgments and undertakings which are irrevocable.
Taxation
Please also note that the agreement to allot and issue Placing Shares to
Placees (or the persons for whom Placees are contracting as agent) free of
stamp duty and stamp duty reserve tax in the UK relates only to their
allotment and issue to Placees, or such persons as they nominate as their
agents, direct from the Company for the Placing Shares in question. Such
agreement assumes that such Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to transfer such
Placing Shares into a clearance service. If there were any such arrangements,
or the settlement related to other dealing in such Placing Shares, stamp duty
or stamp duty reserve tax may be payable, for which neither the Company nor
the Bookrunner would be responsible and Placees shall indemnify the Company
and the Bookrunner on an after-tax basis for any stamp duty or stamp duty
reserve tax paid by them in respect of any such arrangements or dealings.
The Company and the Bookrunner are not liable to bear any taxes that arise on
a sale of Placing Shares subsequent to their acquisition by Placees, including
any taxes arising otherwise than under the laws of any country in the EEA.
Each Placee should, therefore, take its own advice as to whether any such tax
liability arises and notify the Bookrunner and the Company accordingly.
Furthermore, each Placee agrees to indemnify on an after-tax basis and hold
each of the Bookrunner and/or the Company and their respective affiliates
harmless from any and all interest, fines or penalties in relation to stamp
duty, stamp duty reserve tax and all other similar duties or taxes to the
extent that such interest, fines or penalties arise from the unreasonable
default or delay of that Placee or its agent. If this is the case, it would be
sensible for Placees to take their own advice and they should notify the
Bookrunner accordingly. In addition, Placees should note that they will be
liable for any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or taxes
(including any interest, fines or penalties relating thereto) payable outside
the UK by them or any other person on the acquisition by them of any Placing
Shares or the agreement by them to acquire any Placing Shares.
Selling Restrictions
By participating in the Placing, a Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with the Bookrunner and the Company,
the following:
1. it is not a person who has a registered address in, or is a resident,
citizen or national of, a country or countries, in which it is unlawful to
make or accept an offer to subscribe for Placing Shares;
2. it has fully observed and will fully observe the applicable laws of any
relevant territory, including complying with the selling restrictions set out
herein and obtaining any requisite governmental or other consents and it has
fully observed and will fully observe any other requisite formalities and pay
any issue, transfer or other taxes due in such territories;
3. if it is in the United Kingdom, it is a person: (i) who has
professional experience in matters relating to investments and who falls
within the definition of "investment professionals" in Article 19(5) of the
Order or who falls within Article 49(2) of the Order, and (ii) is a "qualified
investor" as defined in Paragraph 15 Part 2 of Schedule 1 of POATR;
4. if it is in a member state of the EEA, it is a "qualified investor"
within the meaning of Article 2(e) of the EU Prospectus Regulation;
5. it is a person whose ordinary activities involve it (as principal or
agent) in acquiring, holding, managing or disposing of investments for the
purpose of its business and it undertakes that it will (as principal or agent)
acquire, hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business; and
6. it (on its behalf and on behalf of any Placee on whose behalf it is
acting) has: (a) fully observed the laws of all relevant jurisdictions which
apply to it; (b) obtained all governmental and other consents which may be
required; (c) fully observed any other requisite formalities; (d) paid or will
pay any issue, transfer or other taxes; (e) not taken any action which will or
may result in the Company or the Bookrunner (or any of them) being in breach
of a legal or regulatory requirement of any territory in connection with the
Placing; (f) obtained all other necessary consents and authorities required to
enable it to give its commitment to subscribe for the relevant Placing Shares;
and (g) the power and capacity to, and will, perform its obligations under the
terms contained in these terms and conditions.
Miscellaneous
The Company reserves the right to treat as invalid any application or
purported application for Placing Shares that appears to the Company or its
agents to have been executed, effected or dispatched from any Excluded
Territory or in a manner that may involve a breach of the laws or regulations
of any jurisdiction or if the Company or its agents believe that the same may
violate applicable legal or regulatory requirements or if it provides an
address for delivery of the share certificates of Placing Shares in any
Excluded Territory, or any other jurisdiction outside the United Kingdom in
which it would be unlawful to deliver such share certificates.
When a Placee or person acting on behalf of the Placee is dealing with the
Bookrunner, any money held in an account with the Bookrunner on behalf of the
Placee and/or any person acting on behalf of the Placee will not be treated as
client money within the meaning of the rules and regulations of the FCA made
under the FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a consequence, this
money will not be segregated from the Bookrunner's money in accordance with
the client money rules and will be used by the Bookrunner in the course of its
own business; and the Placee will rank only as a general creditor of the
Bookrunner.
Times
Unless the context otherwise requires, all references to time are
to London time. All times and dates in these terms and conditions may be
subject to amendment. The Bookrunner will notify Placees and any persons
acting on behalf of the Placees of any changes.
APPENDIX III
DEFINITIONS
The following definitions apply throughout this Announcement, unless the
context requires otherwise:
"Admission" means admission of the New Ordinary Shares to trading on AIM becoming
effective in accordance with the AIM Rules;
"AIM" the AIM Market operated by the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange
from time to time;
"AIM Rules for Nominated Advisers" the "AIM Rules for Nominated Advisers" published by the London Stock
Exchange governing the eligibility and ongoing responsibilities of and certain
disciplinary matters in relation to nominated advisers, as amended or reissued
from time to time;
"Bookbuild" the accelerated bookbuild conducted by the Bookrunner in relation to
the Placing;
"Bookrunner" means Oak Securities;
"Circular" means the circular to be posted to members of the Company on or about
13 March 2026, to convene the General Meeting at which the Resolutions will be
proposed;
"Company" European Green Transition Plc, a limited liability company incorporated in
England and Wales with registered number 15442832;
"Conversion Shares" the new Ordinary Shares to be issued to Roaring Waters upon conversion at the
Issue Price of the principal amount of debt due to Roaring Waters from the
Company under the Loan Note Agreement, conditional inter alia on the passing
of the Resolutions;
"CREST" the relevant system (as defined in the CREST Regulations) in respect
of which Euroclear UK & International Limited is the Operator (as also
defined in the CREST Regulations);
"Directors" or "Board" the directors of the Company;
"Existing Ordinary Shares" the 144,620,892 Ordinary Shares in issue as at 10 March 2026, being
the latest practicable date prior to this Announcement;
"FCA" the Financial Conduct Authority;
"FSMA" the Financial Services and Markets Act 2000 (as amended) including
any regulations made pursuant thereto;
"Fundraise" or "Fundraising" together the Placing and the Subscription;
"General Meeting" the general meeting of the Company which is expected to be convened
to take place on 30 March 2026 at 9.30 a.m.;
"Group" the Company and its subsidiaries as at the date of this
Announcement;
"Issue Price" or "Placing Price" 6.0 pence per Placing Share, Subscription Share or Conversion
Share, as the case may be;
"Loan Note Agreement" the loan note agreement dated on or around 25 February 2026 between
the Company and Roaring Waters, the terms of which were summarised in an
announcement by the Company dated 25 February 2026;
"London Stock Exchange" London Stock Exchange plc;
"New Ordinary Shares" the Placing Shares, the Subscription Shares and the Conversion
Shares;
"Notice of General Meeting" the notice convening the General Meeting;
"Oak Securities" Oak Securities, a trading name of Merlin Partners LLP, a limited
liability partnership incorporated in England and Wales with registered number
OC317265;
"Order" The Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005;
"Ordinary Shares" ordinary shares of £0.0025 each in the capital of the Company;
"Panmure Liberum" Panmure Liberum Limited, a limited liability company incorporated in
England and Wales with registered number 04915201, the Company's Nominated
Adviser;
"Placing" the conditional placing of the Placing Shares by the Bookrunner at
the Issue Price pursuant to the Placing Agreement;
"Placing Agreement" the conditional agreement dated 11 March 2026 between the Company,
Panmure Liberum and Oak Securities, relating to the Placing;
"Placing Results Announcement" means the press announcement in the agreed form, to be issued via the
Regulatory Information Service relating, inter alia, to the results of the
Placing;
"Placing Shares" means the new Ordinary Shares proposed to be issued by the Company to
Placees pursuant to the Placing;
"Regulatory Information Service" means a regulatory information service that is on the list of
regulatory information services maintained by the FCA from time to time or, if
such a service is not operational at the relevant time, the Company
Announcements Office at the London Stock Exchange;
"Resolutions" the resolutions to be proposed at the General Meeting for the
purposes of granting the necessary authorities to the Directors to allot and
issue the Placing Shares, the Subscription Shares and the Conversion Shares on
a non-pre-emptive basis;
"Roaring Waters" Roaring Waters Capital Limited;
"Settlement Date" the date the settlement of transactions in the Placing Shares
following Admission will take place within the CREST system (subject to
certain exceptions) which is expected to occur on 31 March 2026;
"Shareholders" holders of the Ordinary Shares from time to time;
"sterling" or "£" pounds sterling, the lawful currency of the United Kingdom;
"Subscribers" those persons who have agreed pursuant to the Subscription Agreements to
subscribe for the Subscription Shares at the Issue Price;
"Subscription Agreements" the proposed agreements between the Company and each of the Subscribers
in relation to the Subscription;
"Subscription Shares" the new Ordinary Shares to be issued to the Subscribers, pursuant to
the terms of the Subscription Agreements, conditional inter alia on the
passing of the Resolutions;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"UK MAR" assimilated Regulation (EU) No 596/2014 as it forms part of the law
of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.
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